EX-10.20



 EXHIBIT 10.20 

KEANE VALUE CREATION PLAN 

(Effective March 14, 2016, as amended November 8, 2016) 

 

	1.	OBJECTIVE 

 Keane Group Holdings, LLC (the “Company”) has established this Keane Value
Creation Plan (formerly known as the “Keane Group LLC Incentive and Retention Plan”) (the “Plan”) to provide incentive payments to retain certain key management employees following the “Closing Date” (as
defined in the Asset Purchase Agreement by and among the Company, Keane Frac, LP, Trican Well Service Ltd., and Trican Well Service, L.P., dated January 25, 2016 (the “Purchase Agreement”)). 

 

	2.	EFFECTIVE DATE 

 The Plan is effective on the date of adoption by the Compensation Committee (the
“Compensation Committee”) of the Company’s Management Board (the “Board”). 
  

	3.	PARTICIPATION 

 The following key employees shall be participants in the Plan (each a
“Participant”): 
  

	 	•	 	James Stewart 

  

	 	•	 	Greg Powell 

  

	 	•	 	Paul Debonis 

  

	4.	ELIGIBILITY FOR INCENTIVE PAYMENTS 

 For a Participant to be eligible to receive an Incentive Payment (as
defined below) under the Plan, each of the following conditions must be met: 
  

	 	(a)	the relevant Milestone (as defined below) must be achieved, and 

  

	 	(b)	the Participant must remain continuously employed by the Company through the date that the particular Incentive Payment is paid. 

  

	5.	AMOUNT OF POTENTIAL INCENTIVE PAYMENTS 

 Each Participant shall be eligible for three separate bonuses
(each, an “Incentive Payment”). The payment of each separate Incentive Payment shall be conditioned on the achievement of the applicable Performance Criteria (each, a “Milestone”). The amount of each
Participant’s potential Incentive Payment with respect to each Milestone and the total amount of each Participant’s Incentive Payments is set forth on Appendix A hereto. 

 

	6.	PERFORMANCE CONDITIONS FOR INCENTIVE PAYMENTS 

 Subject to Section 4, a Participant’s Incentive
Payment with respect to each Milestone will be payable to the Participant within thirty (30) days following the date that the Compensation Committee determines whether the applicable Performance Criteria set forth in the table below was
achieved during the applicable Performance Period indicated in the table below: 
  

					
	 Milestone
	  	 Performance Period
	  	 Performance Criteria

	Milestone 11	  	The period for determination of the Company’s cost-out run rate following the “Closing Date” (as defined in the Purchase Agreement) as set forth in the Company’s
Underwriting Plan.	  	Achievement by the Company of at least a $66 Million cost-out on a run rate basis as outlined in the Company’s Underwriting Plan.
			
	Milestone 2	  	On or before December 31, 2017	  	The consummation of an initial public offering of the equity securities of the Company pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) under the Securities Act of 1933, as amended (an “IPO”).
			
	Milestone 3	  	January 1 2017 – December 31, 2017	  	Achievement by the Company of at least $135 Million of 2017 Adjusted EBITDA (verified by audited financial statements).

  

	1 	Milestone 1 was achieved and the related Incentive Payments were made in June 2016 to each Participant. 








 Notwithstanding Section 8, in the event of any change in the capital structure of the Company by reason of
any reorganization, recapitalization, merger, consolidation, spin-off, reclassification, combination or any transaction similar to the foregoing, the Compensation Committee may make such adjustments, if any,
to the Performance Criteria set forth above as it deems to be equitable in its sole discretion. 
  

	7.	ADMINISTRATION OF THE PLAN 

 The Compensation Committee will have the full power and authority to
interpret, construe and administer the Plan, and the Compensation Committee’s interpretations, construction and administration thereof, and actions taken thereunder, including the determination of each Participant’s Incentive Payments will
be binding and conclusive on all persons for all purposes. No officer or director of the Company will be personally liable to any person for any action taken or omitted in connection with the interpretation, construction and administration of the
Plan, and the Company will indemnify and hold harmless each such officer or director against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of
any such act or omission, unless such action is attributable to his or her own fraud or willful misconduct. 
  

	8.	AMENDMENT 

 The Company reserves the right to make exceptions to the Plan upon such terms and conditions
it deems appropriate, and to terminate, amend or supplement the Plan at any time in its sole and absolute discretion; provided that no such termination, amendment or suspension, without the consent of the Participants, will affect adversely any
earned but unpaid Incentive Payment. 
  

	9.	MISCELLANEOUS 

 The Plan shall not be interpreted as, and no action taken hereunder will be construed as
establishing, a contract of employment or otherwise bind either the Participant or the Company to a specific period of employment, or interfere in any way with the right of the Company to terminate any Participant’s employment at any time, for
any reason, subject to the terms of any applicable employment agreement between the Company and the Participant. The Plan is intended to be an “unfunded” plan for incentive compensation, and with respect to any payments not yet made to a
Participant nothing contained in the Plan will give the Participant any rights that are greater than those of a general creditor of the Company. No payment pursuant to the Plan will be taken into account in determining any benefits under any
severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit agreement or plan of the Company or its affiliates except to the extent otherwise expressly provided in writing. A Participant may not assign, sell,
encumber, transfer or otherwise dispose of any right to receive an Incentive Payment under the Plan and any attempted disposition in contravention of the foregoing will be null and void. The Company may assign its rights and obligations under the
Plan to another entity that will succeed to all or substantially all of the assets and business of the Company. Notwithstanding anything herein to the contrary, upon the consummation of an IPO, the Plan will be transferred to and assumed by Keane
Group, Inc., and thereafter all references in the Plan to the “Company” will refer to Keane Group, Inc. 
  

	10.	TAXES 

 The Company will deduct from all amounts paid under the Plan all federal, state, local and other
taxes required by law to be withheld with respect to such payments. Each separate Incentive Payment shall be construed as a separate identified payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), and is intended to constitute a “short-term deferral,” within the meaning of Code Section 409A. 
  

	11.	Governing Law. 

 The Plan will be administered, interpreted and enforced under the internal laws of the
State of Delaware without regard to conflicts of laws thereof. 

  
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 APPENDIX A 

AMOUNT OF POTENTIAL INCENTIVE PAYMENTS 
  

																	
	 Participant
	  	Milestone 1	 	  	Milestone 2	 	  	Milestone 3	 	  	Total	 
	 James Stewart
	  	$	666,667	  	  	$	666,667	  	  	$	666,667	  	  	$	2,000,000	  
	 Greg Powell
	  	$	666,667	  	  	$	666,667	  	  	$	666,667	  	  	$	2,000,000	  
	 Paul Debonis
	  	$	166,667	  	  	$	166,667	  	  	$	166,667	  	  	$	500,000	  


  
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